Chicago Bridge & Iron Company N.V., et al; Public Comment on Consent Agreement and Interim Consent Order

AGENCY:

Federal Trade Commission.

ACTION:

Order Accepting Consent Agreement for Public Comment and Issuing Interim Consent Order.

SUMMARY:

On December 12, 2003, Complaint Counsel and Respondents in this matter filed a Joint Motion To Accept Interim Consent Order, and on December 19, 2003, the Commission issued an Order Accepting Consent Agreement for Public Comment and Issuing Interim Consent Order. This Notice describes the terms of the Interim Consent Order.

DATES:

Comments must be received on or before January 15, 2004.

ADDRESSES:

Comments filed in paper form should be mailed or delivered, as prescribed in the Supplementary Information section, to the following address: Federal Trade Commission/Office of the Secretary, Room 159-H, 600 Pennsylvania Avenue, NW., Washington, DC 20580. Comments filed in electronic form (except comments containing any confidential material) should be sent, as prescribed in the Supplementary Information section, to the following email box: consentagreement@ftc.gov.

FOR FURTHER INFORMATION CONTACT:

Donald S. Clark, Office of the Secretary, Federal Trade Commission, 600 Pennsylvania Avenue, NW., Washington, DC 20580, (202) 326-2514.

SUPPLEMENTARY INFORMATION:

Pursuant to Section 6(f) of the Federal Trade Commission Act, 38 Stat. 721, 15 U.S.C. 46(f), and § 3.25 of the Commission Rules of Practice, 16 CFR 3.25, notice is hereby given that the above-captioned Consent Agreement has been accepted for public comment; that the above-captioned Interim Consent Order has been issued by the Commission; and that both documents have been placed on the public record for a period ending on January 15, 2004. The Interim Consent Order is set forth below. In addition, electronic copies of the Interim Consent Order and other relevant documents can be obtained from the FTC Home Page (for January 2, 2004), on the World Wide Web, at http://www.ftc.gov/os/2004/01/index.htm. A paper copy can be obtained from the FTC Public Reference Room, Room 130-H, 600 Pennsylvania Avenue, NW., Washington, DC 20580, either in person or by calling (202) 326-2222.

Comments from members of the public are invited, and may be filed with the Commission in either paper or electronic form.

1. A public comment filed in paper form should be mailed or delivered to the following address: Federal Trade Commission/Office of the Secretary, Room 159-H, 600 Pennsylvania Avenue, NW., Washington, DC 20580. If the comment contains any material for which confidential treatment is requested, it must be filed in paper (rather than electronic) form, and the first page of the document must be clearly labeled “Confidential.”

2. A public comment that does not contain any material for which confidential treatment is requested may instead be filed in electronic form (in ASCII format, WordPerfect, or Microsoft Word), as part of or as an attachment to an e-mail message sent to the following e-mail box: consentagreement@ftc.gov.

3. Regardless of the form in which they are filed, all timely comments will be considered by the Commission, and will be available (with confidential material redacted) for public inspection and copying on the Commission Web site at http://www.ftc.gov and at its principal office. As a matter of discretion, the Commission makes every effort to remove home contact information for individuals from the public comments it receives, before placing those comments on the FTC Web site.

Interim Consent Order

This matter having been heard by the Commission upon Respondents' and Complaint Counsel's stipulation that the following Interim Consent Order (“Order”) be issued and be effective upon service pending the issuance of a Final Order and Opinion of the Commission in this matter, which is still forthcoming,

It is hereby ordered:

A. Respondents shall prevent the destruction, removal, wasting, deterioration, sale, disposition, transfer, or impairment of the PDM Assets, except in the ordinary course of business or for ordinary wear and tear. “PDM Assets” means all right, title, and interest in and to all assets, tangible or intangible, acquired by CB&I from PDM in the Acquisition, and any improvements or additions made to such assets by CB&I subsequent to February 7, 2001, including but not limited to:

1. All real property (including fee simple interests and real property leasehold interests), including, but not limited to, the fabrication facilities located at Provo, Utah; Clive, Iowa; and Warren, Pennsylvania;

2. All personal property, including machinery and equipment;

3. All inventories, stores, and supplies;

4. All rights under any contract, including, but not limited to, any lease, customer contracts, supply agreement, sole-source arrangement, and procurement contract;

5. All intellectual property;

6. All governmental approvals, consents, licenses, permits, waivers, or other authorizations;

7. All rights under warranties and guarantees, express or implied;

8. All items of prepaid expense; and

9. All books, records, and files (electronic and hard copy) relating to the foregoing.

B. In the event that Respondents decide to remove, sell, cease operations of, lease, assign, transfer, license, or otherwise dispose of any assets, tangible or intangible, at its Provo, Utah fabrication facility, Respondents shall notify the Secretary, Complaint Counsel, and the Compliance Division not later than sixty (60) days before taking such action. Nothing herein shall be construed to preclude the Commission from seeking judicial relief, if warranted, to block such action.

C. Respondents shall take such steps to notify its employees at the Provo fabrication facility that CB&I has no present intention of removing, selling, ceasing operations of, leasing, assigning, transferring, licensing, or otherwise disposing of the Provo fabrication facility. Such actions shall include:

1. notifying its current employees at the Provo fabrication facility in writing that any outstanding notice to terminate their employment or suspend operations at the Provo facility is rescinded and that operations of the Provo facility shall continue until further notice, consistent with CB&I's press release dated December 9, 2003;

2. retract any notices made pursuant to the Worker Adjustment and Retraining Notification (WARN) Act concerning the proposed temporary suspension of operations at the Provo facility.

D. Nothing in this Order shall be interpreted to decide any issues or grant Respondents any authority as to any issues that are not expressly stated or addressed herein.

It is further ordered that Respondents shall provide a copy of this Order to each of Respondents' officers, employees, or agents having managerial responsibility for any of Respondents' obligations under this Order, no later than five (5) days from the date this Order becomes final.